ITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ‘ase No. In re : Chapter 11 GENERAL MOTORS CORP., et ab, 2 0% oO Debtors. (Jointly Administered) STATE OF NEW YORK ’ yo COUNTY OF NEW YORK ) DECLARATION OF ALBERT KOCH sction 1746 and state: 1, Albert A. Koch, make this Declaration under 28 U.S.C. § Jam Vice Chairman and Managing Director of AlixPartners, LLP!, an interim management and financial advisory firm with 14 offices throughout the United States, Europe and Asia. { make this Declaration in support of the debtor General Motors Corporation's, and its wholly-owned direct subsidiary, Chevrolet-Saturn of Harlem, Inc. and its wholly-owned indirect subsidiaries, Saturn Corporation and Saturn Distribution Corporation (collectively, "GM", the “Debtors”. or the “Company”) motion to approve the sale of substantially all of the Debtors” assets to a U.S, Treasury-sponsored purchaser. Except as otherwise indicated, my testimony in this Declaration is based upon my personal knowledge and experience acquired in the ordinary course of my profession, my review of relevant documents and information supplied to me by sagement team or professionals retained by the Company, or my opinion members of GM's based upon my experience and knowledge of the automotive industry and GM’s businesses and financial condition, If called upon to testify, I could and would testify competently to the fa set forth in this Declaration y retained by the Debtors is AP Services, LLC. an affiliate of AlixPartners LLP. * The actual ent1 Qualifications Thave considerable experience with Chapter 11 restructuring and other distressed company circumstances, principally advising debtors. have more than 40 years experience in restructuring, bankruptcy, finance, corporate acquisitions and accounting matters. For the past 15 years I have focused exclusively on complex corporate restructurings and reorganizations for troubled companies both in court and out of court My significant recent reorganization and restructuring experience includes serving as the Chief Chairman, President and CEO of Champion Enterprises where I led a turnaround that avoided a nancial Officer of Kmart Corporation during its bankruptcy proceeding, serving as bankruptey proceeding, serving as Chief Financial Officer of Oxford Health Plans where we 10 ‘obtained new capital and turned around the business that otherwise would have been placed rehabilitation by the State of New York Insurance Commissioner and serving as President and CEO of Handleman Company where we are presently liquidating the business operations in a non-bankruptey venue and where I have successfully sold all of the Company's operating assets, scured obligations settled employee liabilities, paid most other unst id the secured lender and am now collecting claims that will be settled following state mandated procedures. All of ‘rants during the period where my work was performed, the foregoing companies were SEC reg Additional restructuring engagements where | have played a role as a member of the engagement team or as an overseer to the work performed by my firm include Peregrine, Inc., New Century Financial, Safety-Kleen Corp., Calpine Corporation, AmeriServe Food Distribution Company, Breed Technologies, Inc. and Schwinn/GT Corporation, I have provided extensive consulting, financial and restructuring services to the automotive industry since moving to Southeast Michigan in 1981. In addition to my work for GM, I also have been an advisor to or part owner of numerous other companies that supply the OEM automotive industry including AZ Automotive, ASC, Inc., Peregrine, Inc., Breed Technologies, Teksid Automotive, UMi, Inc., Federal-Mogul Corp. and Ring Screw Works. Thold a B.S. in Accounting from Elizabethtown College. I am a Certified Public Accountant, a Certified Turnaround Professional and a Fellow of the American College ofBankruptey, [am a member of the 4 werican Bankruptcy Institute and the American Institute of Certified Public Accountants, I received the Flijah Watt § ells Gold Medal for attaining the highest grades in the United States when [took the CPA exam. Prior to joining AlixPartners my most si gnificant experience was as a partner for 14 years With Ernst & Young serving both in its National Office and as Managing Partner of that firm’s Detroit office, A copy of my curriculum vitae is annexed hereto as Exhibit A, AlixPartners is recognized for its expertise in providing financial advisory and interim management services in financially distressed situation including advising debtors, creditors and other stakeholders in Chapter 11 situations and serving as financial advisor or interim managers in numerous cases, AlixPartners has acted as financial advisor, erisis manager and corporate officer in both in- court and out-of-court restructurings of companies of various sizes from middle market to multinational corporations across a wide variety of industries. The clients of AlixPartners include debtor creditors, corporate parents, financial sponsors nd trustees. The majority of our work is performed for debtors both in financial advisory and management roles, AlixPartners has served a ni mber of major restructurings over the years. In addition to those situations already mentioned some of these recent cases not in the automotive industry include Ref ». Calpine, WorldCom, Bearingpoint, LyondellBassell, General Growth Properties, Mirant Energy. Toys *R Us and Solo Cup. AlixPartners has also served a number of automotive restructurings including BHM Technologies, Dana Corporation, Dura Automotive, Eurolite: Exide, Hayes Lemmerz, Motor Coach Industries, Oxford Automotive and Remy International, Inc, IL. AlixPartners Services to GM Ihave personally worked extensively with GM over the past several years, This includes serving GM Powertrain in 1998 as it evaluated its strategic future and supporting the Vice